Sec Form 4 Filing - Mehta Vimal @ BioXcel Therapeutics, Inc. - 2024-06-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mehta Vimal 2. Issuer Name and Ticker or Trading Symbol BioXcel Therapeutics, Inc. [ BTAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O BIOXCEL THERAPEUTICS, INC., 555 LONG WHARF DRIVE, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2024 (Street) NEW HAVEN, CT06511 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/04/2024 S 609,221 D 7,937,529 I By BioXcel LLC ( 2 ) Common Stock 06/04/2024 S 283,123 D 283,122 ( 3 ) I By Holdings, Inc. ( 2 ) Common Stock 06/05/2024 S 283,122 D 0 I By Holdings, Inc. ( 2 ) Common Stock 06/04/2024 S( 4 ) 126,014 D $ 1.6309 ( 5 ) 7,811,515 I By BioXcel LLC ( 2 ) Common Stock 06/05/2024 S( 4 ) 126,014 D $ 1.5841 ( 6 ) 7,685,501 I By BioXcel LLC ( 2 ) Common Stock 43,564 D Common Stock 2,000 I By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Call Options (obligation to sell) ( 7 ) 06/04/2024 S 120 06/04/2024 08/31/2026 Common Stock 17,906 ( 8 ) 120 I By BioXcel LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mehta Vimal C/O BIOXCEL THERAPEUTICS, INC. 555 LONG WHARF DRIVE, 12TH FLOOR NEW HAVEN, CT06511 X X CEO and President BioXcel Holdings, Inc. 2614 BOSTON POST ROAD, SUITE 33B GUILFORD, CT06437 X BioXcel LLC 2614 BOSTON POST ROAD SUITE #33B GUILFORD, CT06437 X Signatures /s/ Vimal Mehta, Ph.D. 06/06/2024 Signature of Reporting Person Date BioXcel Holdings, Inc., /s/ Vimal Mehta, Ph.D., Chief Executive Officer 06/06/2024 Signature of Reporting Person Date BioXcel LLC, /s/ Vimal Mehta, Ph.D., Chief Executive Officer 06/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to certain agreements, BioXcel LLC transferred 566,245 shares of Common Stock to Parent (defined below) and 42,976 shares of Common Stock to certain of its other members, each in exchange for common interests in BioXcel LLC. Subsequently, Parent transferred 566,245 shares of Common Stock to certain of its stockholders in exchange for their interests in Parent. ( 2 )These securities are held of record by BioXcel LLC. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. ("Parent"). Vimal Mehta, Ph.D. is an executive officer and the sole member of the board of directors of Parent and an executive officer and one of two managers on the board of managers of BioXcel LLC. By virtue of these relationships, Parent and Dr. Mehta may be deemed to be the beneficial owners of the securities held of record by BioXcel LLC. Each disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose. ( 3 )Reflects securities acquired pursuant to a transaction exempt from reporting under Rule 16a-13. ( 4 )Represents sales of an amount of shares of Common Stock sufficient to cover certain tax liabilities incurred in connection with the transfers of Common Stock reported herein. ( 5 )The price reported is a weighted average price. The securities were sold in multiple transactions at a per share prices ranging from $1.605 to $1.68. The Reporting Persons undertake to provide upon request of the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. ( 6 )The price reported is a weighted average price. The securities were sold in multiple transactions at a per share prices ranging from $1.55 to $1.635. The Reporting Persons undertake to provide upon request of the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. ( 7 )The warrants underlying each call option will be exercisable for common interests in BioXcel LLC at an exercise price per common interest equal to $1,709.88. ( 8 )BioXcel LLC has agreed to redeem each common interest in BioXcel LLC acquired pursuant to the exercise of the warrant described in footnote 7 above in exchange for 149.22 shares of Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.